If you have decided to discuss changes to a severance offer, a written proposal can make that discussion easier to follow. It separates what the company has offered from what you are asking it to consider. Writing a counter-offer does not establish an entitlement to different terms or guarantee that the employer will agree.
This article focuses on structuring the response. The preparation guide covers organising the offer and supporting documents before that stage. The complete severance negotiation guide provides broader context, while the email template collection offers formats for different correspondence needs.
This guide is educational information only. It is not legal advice, and it is not a substitute for the advice of an attorney. For advice about your specific situation, consult a licensed employment attorney in your state.
The Short Answer
A readable counter-offer has four parts:
- Identify the agreement or offer being discussed.
- Separate each proposed change from the existing term.
- Give accurate, relevant context for that proposal.
- List unresolved questions and the response or clarification requested.
There is no universal percentage increase or reliable success rate supplied by this framework. An employer may agree, decline, or propose something different. The legal effect of a response, including its effect on an existing offer, depends on the circumstances and applicable law.
Before You Write: Separate Questions from Proposals
A question seeks information: "Does this amount include the accrued bonus?" A proposal seeks a change: "I would like to discuss a separate payment for [identified item]." Combining the two can make it unclear whether a figure is confirmed, disputed, or requested.
A working table can keep that distinction visible:
| Topic | What the current document says | Question or proposed change | Supporting document |
|---|---|---|---|
| Cash payment | Amount, pay basis, and payment timing | Clarification of what is included, or a proposed revision | Offer, pay statement, or plan |
| Health coverage | Coverage end date and any employer contribution | Clarification of cost, duration, or a proposed contribution | Benefits notice |
| Bonus or equity | Referenced award and treatment at separation | Question about the governing terms or a proposed change | Award or compensation plan |
| References and transition | Named contact, wording, or practical arrangements | Proposed wording or an unresolved practical point | Agreement or written correspondence |
The package comparison guide can help organise the offer's components. A comparison with another company's reported package is context; it is not proof of what your employer owes or will agree to.
The Counter-Offer Letter: Step by Step
The examples below are correspondence prompts for someone who has independently chosen to discuss changes. They are not model release clauses or recommendations about which terms to accept.
Opening: Identify the Document
A short opening tells the recipient which version of the offer you are responding to.
Thank you for sending the separation agreement dated [document date]. I have reviewed the proposed terms and would like to discuss the items below.
Statements about consulting an attorney or reviewing a particular policy belong in a draft only when they are accurate. The same applies to claims about colleagues' packages or company practices.
Proposed Terms: Show the Existing Term and the Requested Change
A separate paragraph for each topic makes the comparison explicit.
[Topic or agreement paragraph]: The current offer states [current term]. I would like to discuss [proposed revision]. The relevant context is [accurate factual explanation or document reference].
Units matter. A gross payment, weeks of base salary, and estimated take-home pay describe different things. For health coverage, an extension of coverage and an employer contribution towards premiums are separate requests. For equity, the award type and governing documents matter more than a general reference to "stock."
An unknown amount can remain a question. There is no need to invent a cost, market standard, or employer policy to complete a paragraph.
Unresolved Questions: Make the Missing Information Visible
Some issues require clarification before a specific proposed revision makes sense.
Could you clarify [unresolved point] and identify the document or provision that governs it?
A question about what a restrictive clause means differs from a proposal to change its wording. Whether a release or restriction is enforceable, or whether changing how a departure is characterised affects other rights or benefits, is a question for legal advice about the particular situation. A correspondence template cannot settle those issues.
Closing: Ask for a Response and Confirm Dates
A closing can distinguish discussion from an agreed amendment.
Thank you for considering these points. Please let me know which proposed changes the company is willing to discuss and whether a revised agreement will be provided. Please also confirm the applicable response date and any agreed extension.
A requested extension is not a confirmed extension. Sending a counter-offer does not, by itself, establish a new response deadline. The signing and review-time guide explains the different dates that can appear in an agreement.
Review Time and Releases
The EEOC explains that a waiver of discrimination claims must be knowing and voluntary, and that its consideration must provide something beyond benefits the employee is already entitled to receive. These requirements concern the validity of a waiver; they do not establish a universal severance amount. See the EEOC's guidance on severance waivers.
For a covered waiver of federal age-discrimination claims involving someone aged 40 or older, OWBPA requirements generally include at least 21 days to consider an individual agreement, or 45 days for a covered group termination programme, plus a seven-day revocation period after signing. Coverage and other validity conditions matter; for private employers, federal age-discrimination coverage generally starts at 20 employees. The EEOC's employer coverage guidance explains that threshold.
Those rules are not automatic review periods for every severance offer. Nor does this article assure that an offer will remain available after a request or counter-offer. An attorney can assess the agreement, applicable deadlines, and the legal implications of a proposed response.
Common Drafting Problems
- An unexplained number. A proposal is easier to understand when its pay basis, duration, or document reference is clear.
- An assumed company policy. A reported package elsewhere does not establish the terms of this offer.
- An unsupported statement. Claims about legal rights, adviser involvement, or the cost of a benefit need an accurate basis.
- Mixed questions and requests. Labelling each separately makes the employer's response easier to interpret.
- Treating discussion as a signed change. A verbal response, a draft revision, and an executed agreement are different records.
Keep the Response Organised
When a reply arrives, the same table can record which items were accepted, declined, clarified, or left open. A revised document can then be compared with the original offer and the correspondence.
There is no fixed number of negotiation rounds or promised improvement. The purpose of this structure is to make the discussion and its unresolved points clear. Questions about signing, waiving claims, or the consequences of a counter-offer require advice about the actual agreement and circumstances.